In connection with the completion of an underwritten public offering (the
"Offering") by Gramercy Property Trust Inc. (the "Company") of 3,500,000 shares
of its 7.125% Series B Cumulative Redeemable Preferred Stock (liquidation
preference $25.00 per share, par value $.001 per share) ("Series B Preferred
Stock"), which is expected to occur on August 15, 2014, the Company as the
general partner of GPT Property Trust LP (the "Operating Partnership"), will
execute the First Amendment to the Fourth Amended and Restated Agreement of
Limited Partnership of GPT Property Trust LP (the "First Amendment"). The First
Amendment designates and authorizes the issuance to the Company by the Operating
Partnership of 3,500,000 7.125% Series B Cumulative Redeemable Preferred Units
(the "Series B Preferred Units"). The Series B Preferred Units will have
substantially similar rights preferences and other privileges as the Series B
Preferred Stock.

A copy of the First Amendment is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The summary set forth above is
qualified in its entirety by reference to Exhibit 10.1.

Item 3.03 Material Modifications to Rights of Security Holders.

On August 14, 2014, the Company filed Articles Supplementary with the State
Department of Assessments and Taxation of the State of Maryland (the "Articles
Supplementary") to the Company's Articles of Incorporation, as amended and
supplemented, classifying and designating 3,500,000 shares of the Company's
authorized capital stock as shares of the Series B Preferred Stock. As set forth
in the Articles Supplementary, the Series B Preferred Stock ranks, with respect
to dividend rights and rights upon the Company's liquidation, dissolution or
winding up, senior to the Company's common stock, par value $0.001 per share
(the "Common Stock"), and on parity with the Company's 8.125% Series A
Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Series A
Preferred Stock"), and all classes or series of the Company's capital stock now
or hereafter authorized, issued, or outstanding expressly designated as ranking
on parity with the Series B Preferred Stock.

Holders of Series B Preferred Stock, when and as authorized by the Company's
board of directors, are entitled to cumulative cash dividends at the rate of
7.125% per annum of the $25.00 liquidation preference per share, equivalent to a
fixed annual amount of $1.78125 per share. Dividends are payable quarterly in
arrears on or about the last day of March, June, September and December of each
year, beginning on December 31, 2014. Dividends will accrue and be cumulative
from and including August 15, 2014. In addition to other preferential rights,
the holders of the Series B Preferred Shares are entitled to receive the
liquidation preference, which is $25.00 per share, before the holders of shares
of common stock in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company's affairs.

Generally, the Company may not redeem the Series B Preferred Stock prior to
August 15, 2019, except in limited circumstances to preserve the Company's
status as a real estate investment trust, and pursuant to the special optional
redemption provision described below. On and after August 15, 2019, the Company
may, at its option, redeem the Series B Preferred Stock, in whole or in part, at
any time or from time to time, for cash at a redemption price of $25.00 per
share, plus any accrued and unpaid dividends up to, but not including, the
redemption date. However, upon the occurrence of a Change of Control (as defined
below), holders of Series B Preferred Stock will have the right (unless, prior
to the Change of Control Conversion Date (as defined below), the Company has
provided or provides notice of its election to redeem the Series B Preferred
Stock) to convert some or all of the Series B Preferred Stock (the "Change of
Control Conversion Right"), into a number of shares of Common Stock per share of
Series B Preferred Stock to be converted equal to the lesser of:

· the quotient obtained by dividing (i) the sum of the $25.00 liquidation
preference plus the amount of any accrued and unpaid dividends to, but not
including, the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a record date for a Series B Preferred Stock dividend
payment and prior to the corresponding Series B Preferred Stock dividend
payment date, in which case no additional amount for such accrued and unpaid
dividend will be included in this sum) by (ii) the Common Stock Price (as
defined below); and

· 8.11688 (the "Share Cap"), subject to certain adjustments;

subject, in each case, to provisions for the receipt of alternative
consideration, as described in the Articles Supplementary.

The Share Cap is subject to pro rata adjustments for any share splits (including
those effected pursuant to a distribution of the Common Stock), subdivisions or
combinations with respect to the Common Stock as described in the Articles
Supplementary.

If, prior to the Change of Control Conversion Date, the Company has provided or
provides a redemption notice, whether pursuant to its special optional
redemption right in connection with a Change of Control or its optional
redemption right, holders of Series B Preferred Stock will not have any right to
convert the Series B Preferred Stock in connection with the Change of Control
Conversion Right and any shares of Series B Preferred Stock selected for
redemption that have been tendered for conversion will be redeemed on the
related date of redemption instead of converted on the Change of Control
Conversion Date.

A "Change of Control" is when, after the original issuance of the Series B
Preferred Stock, the following have occurred and are continuing:

· the acquisition by any person, including any syndicate or group deemed to be a
"person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, of beneficial ownership, directly or indirectly, through a purchase,
merger or other acquisition transaction or series of purchases, mergers or
other acquisition transactions of the Company's stock entitling that person to
exercise more than 50% of the total voting power of all of the Company's stock
entitled to vote generally in the election of directors (except that such
person will be deemed to have beneficial ownership of all securities that such
person has the right to acquire, whether such right is currently exercisable or
is exercisable only upon the occurrence of a subsequent condition); and

· following the closing of any transaction referred to in the bullet point above,
neither the Company nor the acquiring or surviving entity has a class of common
securities (or American Depositary Receipts representing such securities)
listed on the New York Stock Exchange ("NYSE"), the NYSE MKT LLC ("NYSE MKT"),
or the NASDAQ Stock Market ("NASDAQ"), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.

The "Change of Control Conversion Date" is the date the Series B Preferred Stock
is to be converted, which will be a business day that is no fewer than 20 days
nor more than 35 days after the date on which the Company provides the required
notice of the occurrence of a Change of Control to the holders of Series B
Preferred Stock.

The "Common Stock Price" will be (i) if the consideration to be received in the
Change of Control by the holders of the Common Stock is solely cash, the amount
of cash consideration per share of the Common Stock or (ii) if the consideration
to be received in the Change of Control by holders of the Common Stock is other
than solely cash (x) the average of the closing sale prices per share of the
Common Stock (or, if no closing sale price is reported, the average of the
. . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03.

In connection with the Offering, the Company caused Articles Supplementary
classifying 3,500,000 shares of the Series B Preferred Stock to be filed with
the Maryland State Department of Assessments and Taxation on August 14, 2014.
The terms of the Series B Preferred Stock are set forth in these Articles
Supplementary, a copy which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated herein by reference. A specimen stock certificate for
the Series B Preferred Stock is filed as Exhibit 4.1 to this Current Report on
Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

Underwriting Agreement

On August 12, 2014, the Company and the Operating Partnership entered into an
underwriting agreement (the "Underwriting Agreement") with the several
underwriters named in the Underwriting Agreement, for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC acted as
representatives (collectively, the "Underwriters"), in connection with the
issuance and sale of 3,500,000 shares of its Series B Preferred Stock, at a
price to the public of $25.00 per share, in an underwritten public offering
pursuant to an effective registration statement (the "Offering"). The Offering
is expected to close on August 15, 2014, subject to the satisfaction of
customary closing conditions.

The 3,500,000 shares of Series B Preferred Stock to be issued and sold pursuant
to the Underwriting Agreement will be registered on the Company's registration
statement on Form S-3 (File No. 333-194976), as amended (the "Registration
Statement").

The foregoing description of the Underwriting Agreement is qualified in its
entirety by reference to the Underwriting Agreement, a copy of which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by
reference. A copy of the opinion of Venable LLP, Maryland counsel to the
Company, with respect to the legality of the shares of Series B Preferred Stock
to be issued and sold in the offering is filed as Exhibit 5.1 hereto. A copy of
the opinion of Morgan, Lewis & Bockius LLP with respect to tax matters is filed
as Exhibit 8.1 hereto. A copy of the Statement of Computation of Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividend is filed as
Exhibit 12.1 hereto. Exhibits 5.1, 8.1 and 12.1 of this Current Report on Form
8-K are hereby incorporated by reference into the Registration Statement. A copy
of a press release issued by the Company with respect to the pricing of the
Offering is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.

Redemption of Series A Preferred Stock

On August 13, 2014, the Company sent a redemption notice (the "Redemption
Notice") to the holder of record of its outstanding shares of Series A Preferred
Stock, CUSIP No. 38489R209. Pursuant to the Redemption Notice, the Company will
redeem (the "Redemption") all outstanding shares of its Series A Preferred Stock
on September 12, 2014 (the "Redemption Date"). The Series A Preferred Stock will
be redeemed at a redemption price of $25.32161 per share (the sum of the $25.00
per share redemption price and a quarterly dividend of $0.32161 prorated to the
Redemption Date). On the Redemption Date, the Series A Preferred Stock will
cease to accrue dividends and the holders will have no rights as a stockholder
of the Company, other than the right to receive payment in the amount of the
redemption price.

A copy of the Redemption Notice and a press release issued by the Company with
respect to the Redemption are attached hereto as Exhibit 99.2 and 99.3,
respectively, and are hereby incorporated by reference herein.